Abstract African Americans are almost two times more likely than whites (i.e., Caucasians) to experience Alzheimer's disease or other dementias. For those over the age of 65, the prevalence of cognitive impairment is 8.8% in whites and 23.9% in African Americans. Even in the age range of 55-64, African Americans are 4 times more likely to experience cognitive impairment than their age-matched white counterparts. Increased risk of dementia among African Americans may be attributed to lower levels and quality of education, lower socioeconomic status (SES), and higher prevalence of vascular diseases, Type II diabetes, hypertension, and obesity, all of which are recognized as risk factors for dementia. A critical public health question emerges from these statistics that we intend to address in this proposal: Is there an effective method for reducing or eliminating the race disparities in cognitive and brain health? Fortunately, physical activity (PA) interventions may be effective at improving neurocognitive function and reducing risk for dementia. Despite these promising results, prior PA interventions have had few African Americans making it difficult to stratify results by race to determine whether African Americans respond to PA in a similar manner and magnitude as whites. In addition, the terms `physical activity' and `exercise' are often considered unpleasant, painful, and fatiguing, which can negatively influence interest, enrollment, and long-term adherence. Methods that increase PA without using the term PA (e.g., dancing) could be effective at improving health outcomes while simultaneously having a wider impact on translation and long- term adherence. Here we propose an innovative and culturally sensitive method of increasing PA in older (60- 80 yrs) African Americans. We propose a randomized intervention where 180 older African Americans are assigned to either a moderate intensity African Dance group 3 days per week (N=90) or to an African Education group 3 days per week (N=90) for 6-months. Both before and at the completion of the intervention, we will collect a comprehensive neuropsychological battery and MRI metrics of brain health and function to identify biological pathways by which PA influences neurocognitive health in an African American population. This proposal has the potential to utilize community-based activities to improve health of older African Americans. In addition, it could establish a platform (i.e., dance) to implement future interventions targeting minority populations to reduce health disparities. We have three primary aims: Aim 1. Examine whether a 6- month African Dance intervention improves cognitive performance compared to an educational control group. Aim 2. Examine whether African Dance influences brain morphology, task-evoked neural responses, cerebral blood flow, and resting state connectivity. Aim 3. Explore potential physiological and socioemotional mechanisms of the dance intervention. We will collect measures of physical and psychosocial health such as waist circumference, blood pressure, blood glucose and lipid levels, mood, anxiety, depression, and loneliness and examine whether intervention-related changes to these measures mediate improvements in cognitive performance.